General terms of sale
1.1 General terms and conditions of sale (hereinafter: “GTS”) given below shall apply to all our offers, contracts, , deliveries, and other services. Any other terms and conditions will not become part of our contract with the Buyer, even though they are not explicitly rejected by Calcit. If we confirm an order without objecting expressly, this may not under any circumstances be taken to mean we accepted the Buyer’s terms and conditions of purchase. These GTS also apply to all potential future contractual relations with the Buyer.
1.2 All orders, agreements or amendments have to be confirmed in writing by Calcit, or else they are not considered legally binding. Contract amendments, agreements or orders that are made orally or by telephone, do not come into force unless they are subsequently confirmed in writing.
1.3 The Buyer has to return a copy of our offer as an order duly signed with binding effect within ten working days should Calcit so require, failing of which may cancel the offer. Calcit does not accept any order that varies from our offer, even if on our part the order is not specifically rejected in writing. Calcit’s inability to respond to any demands or proposals by the Buyer may not under any circumstances be taken as consent.
1.4 After the conclusion of the contract, Calcit may alter the delivery dates or specific properties of the supplied products, when this is reasonable to the Buyer. The effects of such a change for both sides must be reasonably taken into account (particularly in terms of extra or reduced
costs) and implemented into an appropriate amendment of the basic contract.
1.5 As an expert in its field, the Buyer is obliged to immediately inform Calcit about an incomplete or inadequate offer.
2. Prices, dispatch, packaging, transfer of risk and title
2.1 Prices are fixed once agreed upon and are determned by the offer and applicable incoterms.
2.2 If not specifically stated otherwise: i) dispatch is at the Buyer’s risk, ii.) the costs and risks of transportation are assumed by the Buyer, iii.) risk of all kinds of deterioration, including loss by accident, becomes the Buyer’s risk at the moment the goods are made available to the Buyer at Calcit’s place of business.
2.3 Title to products supplied passes to the Buyer when they are paid for. Calcit reserves the ownership upon its products until full payment is made (Reservation of title). In case the unpaid products are manufactured or sold, the Customer undertakes to assign to Calcit all of his outstanding claims resulting from the resale of such goods and grant to Calcit access to its claims against his clients. In case of an insolvency procedure, Calcit is entitled to the proceeds gained from the realization of Customer’s claims against his debtor to the greatest extent still acceptable by the applicable law (extended reservation of Title).
2.4 If not specifically agreed otherwise: i) the price of the packaging materials is not included in the price and ii.) the Buyer is obligated to send back the packaging materials at its own costs or will be separately charged for the included packaging.
3. Invoicing, payment and payment terms
3.1 The invoice will be issued in accordance with the prior agreement with the Buyer.
3.2 Unless agreed otherwise payment will be made in advance (net cash).
3.3 Unless agreed otherwise, the Buyer is obligated to pay interests on late payments as determined by the applicable law.
3.4 In case of late payments Calcit is entitled to halt the supplies to the Buyer, until all the late and due amounts are paid for.
3.5 Without Calcit’s express consent the Buyer may not set off its own claims against the amount owed for the supplied products.
3.6 Where charged by weight, the weight determined by Calcit is binding and final, unless the delivered goods were weighed officially by an independent third party at the place of dispatch.
4. Items provided by Calcit
4.1 In the ordinary course of business Calcit may provide different items to the Buyer (samples, materials, designs, specifications, tests results, testing equipment, etc..). The Buyer is liable to Calcit should any of the provided items be lost or damaged. The Buyer shall inform us without undue delay should any of such items be impaired in law or fact.
5. Delivery dates, delay in delivery, force majeure
5.1 After receiving an order from the Buyer, Calcit will confirm possible delivery date.
5.2 Should Calcit realise that it cannot meet the agreed delivery dates, it must notify the Buyer accordingly without undue delay in writing and offer the Buyer a new possible delivery date. If the Buyer accepts late supplies or services, it waives the right to claim any possible damages.
5.3 Circumstances of force majeure, labour disputes, official action and other unforeseeable, unavoidable and serious events will release the contracting parties from their obligations for as long as those disturbances last and to the extent of their effects. The contracting parties will be bound insofar as reasonable to provide the information required without undue delay and modify their obligations to suit the changed circumstances in good faith.
6.1 Calcit warrants and assures that all supplies and services it provides are state of the art, comply with relevant legal requirements of the competent authorities, and meet the products quality standards. Calcit warrants and assures to comply with all the data and quality standards as stated in our supply specifications. Should, in exceptional cases, these specifications have to be altered after the conclusion of the contract, the changes will be endorsed as long as this is still reasonable in the ordinary course of business.
6.2 Shelf life period for Calcit products is 14 days (wet products) or 6 months (other products), under condition the products are stored properly. The products need to be used (processed) before the end the shelf life period. Under no conditions will Calcit warrant for the products that are not used before the end of the shelf life period.
6.3 Unless expressly agreed otherwise, guarantee period for potential defects (to be exact: failing to meet guaranteed specifications, quality standards and quantities) is 12 months from the date of the delivery of the products. Calcit is not liable for any defects of the products that might occur and/or are claimed after the expiration of the warranty period. The guarantee does not apply to normal wear and tear. Any modification of the delivered goods on the part of the customer, improper use or inadequate storage, will void the warranty. Where items supplied cannot remain in use while defects are being investigated and/ or remedied, the current guarantee period will be extended by as long as that downtime lasts. For parts repaired or replaced, the guarantee period starts to run anew, beyond the statutory limitation period.
6.4 The Buyer undertakes to make a thorough examination of the products immediately upon their arrival. In case of defects in supplies or services by Calcit during the guarantee period, the Buyer is obliged to immediately inform Calcit of such defects in writing, describe the occurred defect and make the defected products available for inspection. If the Buyer fails to act in accordance with the provisions of this Article, it is not entitled to any remedies.
6.5 Calcit shall remedy any defects in supplies or services (namely failing to meet guaranteed specifications, quality standards and quantities) in accordance and under the conditions set forth in articles 6.1, 6.2, 6.3 and 6.4 of this GTS, without undue delay and free of charge. If the repair of the defected products is not possible or successful, they may be replaced in part or in whole. In the event that defects are not remedied within a reasonable time, the Buyer shall be entitled to a reduction in price.
6.6 Calcit will not accept any liability for direct or indirect damage (including the potential losses of the Buyer, precautionary recall campaign of the products , claims of the third parties, etc..) caused by the defects or the use of the purchased products.
6.7 In case liability for the damages is nonetheless established, the Parties hereby agree that the total amount of damages granted to the Buyer cannot exceed the amount of the price payed by the Buyer for the products.
7. Intellectual Property, Confidential information
7.1 During the course of business cooperation Calcit may disclose to the Buyer some information that is either specifically labelled as confidential or can be regarded as such due to its nature (information on products, materials, specifications, current and planned methods, techniques and processes, local office, agent and supplier lists and files, price lists, market studies, business plans, financial statements, marketing and advertising plans, publications, the names and background of key personnel, all notes samples, analyses, compilations, studies, summaries, interpretations and other material prepared, etc..).
7.2 The Buyer shall keep all Confidential Information received from Calcit in whatever form as strictly confidential, shall not disclose it to third parties without the prior written permission of the Calcit and it will bind its subBuyers accordingly.
7.3 Unless explicitly agreed otherwise all the Confidential information disclosed by Calcit is and remains intellectual property of Calcit.
8.1 Unless agreed otherwise expressly, the place of performance for all delivery obligations is our designated address for shipment and/or point of use, and, for all other obligations of both parties, the registered offices of our company.
8.2 Venue is Stahovica, Slovenia.
8.3 These GTS and all the contracts arising out of them are governed by the laws of Slovenia without regard to its principles and rules on conflict of laws.
8.4 Any dispute, controversy or claim arising out of or in connection with contractual relationship, governed by these GTS, or the breach, termination or validity thereof, shall be finally settled by an arbitration in accordance with the Arbitration Rules of the Ljubljana Arbitration centre at the chamber of commerce and industry of Slovenia (Stalna arbitraža pri Gospodarski zbornici Slovenije). The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Ljubljana, Slovenia. The language to be used in the arbitral proceedings shall be English or Slovenian.